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Business Management Corporation

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BUSINESS MANAGEMENT CORPORATION AGREEMENT

This Business Management Corporation Agreement (the "Agreement") is made effective as of by and between Management Company: a corporation organized under the laws of with a principal place of business at , and Client: with a principal place of business at .

WHEREAS

WHEREAS, Management Company is engaged in the business of providing executive oversight, operational support and corporate management services to commercial enterprises; and

WHEREAS, Client desires to engage Management Company to perform certain management and administrative services for Client on the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the scope of services, payment terms, confidentiality obligations and other material terms governing the relationship between them.

SCOPE OF WORK

Management Company shall perform the management, advisory and administrative services described below for Client. Specific deliverables, performance standards and milestones will be as set forth in the space below or in written attachments executed by both parties.

PAYMENT TERMS

Client shall pay Management Company for services rendered in accordance with the following fee structure. All amounts are payable in United States dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon prior written notice to the other party delivered at least days prior to the effective date of termination.

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party Confidential Information of the other party (the "Disclosing Party") except as expressly permitted by this Agreement. "Confidential Information" means non-public business, financial, technical and operational information disclosed in any form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement. Confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) is rightfully received by the Receiving Party without restriction from a third party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates with the Disclosing Party to seek confidential treatment or a protective order.

The confidentiality obligations contained herein shall survive termination or expiration of this Agreement for a period of years.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for resolution of any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or written attachments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: Management Company is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee, joint venture or agency relationship between the parties. Neither party shall have authority to bind the other except as expressly provided in this Agreement.

Assignment: Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Management Company may assign this Agreement to an affiliate or in connection with a sale of substantially all of its assets.

Management Company (Print Name):

By:

Date:

Client (Print Name):

By:

Date:

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What the Business Management Corporation document is and when it’s used

A Business Management Corporation document is a formal agreement or set of formation and governance records used to establish the management structure, duties, and authorities for a corporation or a management entity that runs one or more operating businesses. It typically includes articles or a management agreement, officer and director roles, decision-making authority, voting rules, and any special allocations of responsibility such as contract execution, financial oversight, and delegated signing authority for routine transactions. This page explains required fields, state filing points, signing options including e-signature, retention rules, and common pitfalls to avoid.

Why a clear Business Management Corporation document matters

A well-drafted Business Management Corporation record clarifies who may act on behalf of the entity, reduces internal disputes, streamlines contracting and bank interactions, and helps ensure compliance with state filing and corporate governance rules.

Why a clear Business Management Corporation document matters

Core sections to include in a professional Business Management Corporation package

A complete package groups formation, governance, and delegation items so corporate officers and external parties can quickly verify authority and obligations.

Articles/Charter

State-filed articles or certificate of incorporation establish the legal existence and set basic corporate powers; include the corporate name, registered agent, and authorized shares.

Bylaws / Management Agreement

Internal rules that govern director meetings, officer duties, quorum, voting thresholds, and delegated management authorities; often used with a separate management services agreement.

Officer Resolutions

Board resolutions that appoint officers, delegate signing authority, and authorize specific contract categories or bank signatories; include effective dates and any expiration.

Signing Authorization

Clear signature blocks that name authorized signers, their roles, specimen signatures, and any required countersignatures or notarization.

Exhibits & Schedules

Supporting schedules such as fee schedules, delegated spending limits, third-party vendor lists, and project-specific scopes that the management corporation relies on.

Governing Law & Notices

Choice of governing state law and designated notice addresses for service and contractual communications, which affect dispute resolution and statutory filing points.

Step-by-step: preparing and completing the Business Management Corporation document

Follow these steps to prepare, sign, and file the document with minimal friction.

  • 01
    Gather entity records: Collect articles of incorporation, EIN, and prior resolutions.
  • 02
    Draft management terms: Define duties, limits, and delegation clearly.
  • 03
    Identify signers: List officers, corporate agents, and any required board approvers.
  • 04
    Execute and file: Sign using accepted methods and submit required filings to the state secretary of state.

How to configure an online signing workflow for this document

Set up a digital workflow to control signer order, authentication, and retention when using electronic signature platforms.

Field Configuration
Signer Order Specify sequential or parallel signing per corporate approval paths
Authentication Use email + SMS code for standard signers; require KBA or SSO for high-assurance signers
Conditional Fields Show delegated authority fields only after board approval checkbox is checked
Retention & Audit Trail Enable full audit trail and PDF certificate for compliance and records retention

Where to send or file the completed Business Management Corporation documents

Decide the appropriate destination based on the document type and which records must be state-filed or retained internally.

  • State Filing: Articles or amendments to be filed with the secretary of state or equivalent office
  • Registered Agent: Deliver executed copies to the registered agent for service-of-process and recordkeeping
  • Corporate Records: Store original signed documents in the corporate minute book or electronic records system
  • Banks & Vendors: Provide certified copies when opening accounts or entering third-party contracts

Digital signing and system requirements for e-submission

Use an e-signature platform that supports secure authentication, audit trails, and the file formats your state accepts.

  • File formats: PDF or DOCX accepted; produce a signed PDF/A copy for long-term storage
  • Integrations: Connectors available for Salesforce, NetSuite, Microsoft 365, Google Workspace
  • Authentication: Email + SMS, SSO/SAML, or advanced signer authentication for high-risk signings

Typical filing and timing considerations

Timelines depend on the action: initial formation, amendments, and filings tied to tax or regulatory deadlines have distinct timing rules.

Initial Incorporation Filing:

File at state SoS per state processing windows; expedited options vary

Amendments:

File promptly upon authorized board approval to preserve record accuracy

Tax Registrations:

Apply for EIN before opening accounts; payroll forms follow federal deadlines

Meeting Minutes:

Adopt minutes of founding and material board actions as soon as practicable

Record Retention Start:

Retention periods run from effective date or filing date depending on the record

Key milestones from drafting to full execution

A straightforward milestone sequence helps coordinate approvals, signatures, and filings across stakeholders.

01

Draft Approval

Board reviews and votes on the proposed management agreement.

02

Execution by Officers

Authorized officers sign and date the finalized document.

03

State Filing

Submit any required amendments or certificates to the secretary of state.

04

Record Retention

Store executed documents and audit trails in the corporate record system.

Common preparation mistakes to avoid

  • Leaving signer names as roles (e.g., 'Officer') rather than full legal names, creating ambiguity for banks and vendors.
  • Failing to state explicit monetary or authority limits, which can lead to unauthorized commitments or internal disputes.
  • Omitting the effective date or using inconsistent dates across related exhibits, complicating enforcement and retention rules.
  • Not updating corporate records after amendments or officer changes, which risks invalid or noncompliant filings.

Consequences and legal risks from incorrect or incomplete documents

Invalid Authority: Third parties may refuse contracts if signers lack documented authority.
Regulatory Fines: State filing mistakes can trigger fees or administrative penalties.
Tax Exposure: Incorrect records may complicate IRS reporting and trigger audits.
Banking Delays: Banks often require certified copies or updated resolutions before enabling accounts.
Contract Disputes: Ambiguous delegation clauses can lead to breach claims and litigation.
Reputational Harm: Failure to maintain accurate governance records can impair investor or lender confidence.

Security, compliance, and required data considerations

Encryption: TLS 1.2/1.3 in transit; AES-256 at rest
Compliance: ESIGN and UETA compliance for electronic signing
Industry Standards: SOC 2 Type II and ISO 27001 certification available
HIPAA Support: HIPAA-compliant option available with a BAA when needed
Audit Trail: Comprehensive timestamp, IP, and action logs for each signing event
Accessibility: WCAG 2.0 Level AA accessibility support

Real-world examples of Business Management Corporation usage

These examples show how management corporation documents resolve common operational and governance needs in practice.

Optica Ventures — COO use

Optica standardized its management agreement across multiple portfolio companies to centralize vendor approvals and cash management.

  • The agreement delegated day-to-day contracting authority to named officers.
  • This reduced third-party onboarding delays and ensured consistent reporting across subsidiaries while preserving board-level oversight.

Martin Properties — Founder use

Martin Properties used a management corporation agreement to separate asset management duties from property ownership.

  • The agreement specified signing limits and tenant-lease approval workflows.
  • As a result, the firm processed leases and vendor contracts without repeated board meetings and maintained clearer insurance and compliance records.

Representative eSignature pricing and capability comparison

Below is a concise comparison of starting prices and key capabilities for common eSignature vendors. SignNow appears first by design; confirm current pricing and plan features with each vendor before purchase.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Who typically signs or authorizes a Business Management Corporation document

Board Chair

The board chair or an authorized director typically approves and signs management agreements or resolutions; their signature documents board-level authorization for delegated powers and is used to validate officer actions with third parties and banks.

Corporate Officer

A named corporate officer (CEO, CFO, or COO) executes day-to-day management documents within delegated limits; officers should be listed with explicit authority and specimen signatures to avoid disputes.

Frequently asked questions about completing and filing Business Management Corporation documents

Answers to common questions about signer authority, e-signing, notarization, and record retention for Business Management Corporation documents.


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